The Share Purchase and Shareholders Agreement (SPASA) is a sophisticated legal instrument used in Dutch corporate transactions where parties wish to combine the sale of shares with ongoing governance arrangements. It is particularly useful in private company acquisitions, joint ventures, and investment scenarios where the purchasing shareholders will continue their relationship with existing shareholders. The document serves dual purposes: firstly, it governs the terms of the share purchase transaction, including purchase price, conditions precedent, and warranties; secondly, it establishes the framework for future cooperation between shareholders, covering aspects such as board composition, reserved matters, and share transfer restrictions. This type of agreement is common in the Netherlands and must comply with Dutch corporate law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek) provisions regarding share transfers and shareholder rights. It's typically used in situations where there's a need for a clear governance structure post-acquisition, often in private equity investments, family business transitions, or strategic corporate investments.
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1. Parties: Identification of the parties to the agreement including the Seller(s), Purchaser(s), and the Company
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
6. Completion: Mechanics and requirements for closing the transaction, including timing and deliverables
7. Warranties and Indemnities: Seller's warranties about the company and shares, and related indemnities
8. Limitations on Liability: Limitations on warranty claims and general liability caps
9. Company Management: Board composition, appointment rights, and management structure
10. Shareholder Rights and Obligations: Key shareholder provisions including voting rights and capital contributions
11. Transfer Restrictions: Restrictions on share transfers including lock-up, right of first refusal, and tag-along/drag-along rights
12. Reserved Matters: Decisions requiring special shareholder approval
13. Dividend Policy: Agreement on distribution of profits and dividend policy
14. Confidentiality: Obligations regarding confidential information
15. Term and Termination: Duration of the agreement and termination provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Vendor Financing: Terms of any seller-provided financing for the purchase price
2. Earn-out Provisions: Structure and conditions for additional purchase price payments based on future performance
3. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
4. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses
5. Dead Lock Resolution: Procedures for resolving shareholder or board deadlocks
6. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
7. Employee Incentive Scheme: Structure and terms of any employee share ownership plans
8. Strategic Cooperation: Terms of business cooperation between shareholders and company
9. Anti-Dilution Protection: Provisions protecting against shareholding dilution in future share issues
1. Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Completion Obligations: Detailed list of actions and documents required at completion
3. Warranties: Full set of seller's warranties about the company and business
4. Disclosure Letter: Seller's disclosures against the warranties
5. Properties: Details of company's real estate and lease agreements
6. Intellectual Property: List of company's IP rights and registrations
7. Material Contracts: Summary of key commercial contracts
8. Employees: Information about key employees and employment terms
9. Reserved Matters List: Detailed list of matters requiring special approval
10. Company's Articles of Association: New or amended articles of association
11. Completion Accounts: Format and principles for preparation of completion accounts
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